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Hellman, however, withholds unqualified sympathy for Horace and Birdie. In that thematically important scene in act 3 when Birdie speaks of the past, the black servant Addie, who functions as one of the moral voices of the play, says, “Well, there are people who eat the earth and eat all the people on it like in the Bible with the locusts. Then there are the people who stand around and watch them eat it. Sometimes, I think it ain't right to stand and watch them do it.”
12
Hellman's attitude toward weak, well-intentioned people like Horace who stand by and watch is similar to that reserved for the bystanders in
The Children's Hour:
someone who lets himself be exploited is just as guilty as those who exploit him. One must fight, but as Ben observes, the aristocrats lack the spirit to fight, so their ancestral lands are ripe for the taking.

Alexandra is the one member of the family who observes and listens. She is close to her mother but also loves her father and her aunt Birdie. She is aware of the financial machinations going on around her, but she is also a participant at the table when her father and aunt talk about the past. On a political level, Zan undergoes a conversion at the end. She absorbs what Addie and her father say, but she is also aware that her family has designs on her freedom, expecting to play her as a pawn in the Hubbards' power struggle. Her mother, after all, has entertained the possibility of a marriage between Zan and Leo as a way to keep all the profits from the cotton mill in the family. At the end of the play, Hellman also has Zan overhear some of her mother's threats to Ben, leading her to suspect that Regina may be implicated in her father's death.

At the end of the play, Alexandra takes Addie's warning to heart, announcing to her mother that she will not watch passively as her family devours the earth. She proclaims that she will fight as hard as she can “some place where people don't just stand around and watch.” When Regina soothingly concedes that Zan has spirit and invites her to come talk with her and sleep in her room, Zan archly replies, “Are you afraid, Mama?” Without answering, Regina exits, and the curtain falls.

The play thus ends on a note of ambiguity. Zan, like Ibsen's Nora, has not been active or decisive during much of the play, and Hellman toys with her audience's expectation of closure—which a well-made drama like
The Little Foxes
naturally invites. Because there is no strong opposition to Regina's triumph over her brothers and no revelation of her complicity in Horace's death, Hellman leaves the audience with an unsettling sense of transition. Zan is moving toward a future that is uncertain at best. Regina has seemingly triumphed over her brothers, having won the lion's share of the money. She has succeeded in a man's world but sacrificed her motherhood in the process, and she, too, is left in an uncertain state. In all likelihood, Hellman wanted her audience to ponder these uncertainties. She raises provocative issues but adamantly refuses to provide easy answers.

In adapting her play for the screen, Hellman realized that she needed to make some basic changes. Goldwyn thought movie audiences would have trouble relating to a conniving character like Regina Giddens, so he asked the playwright to add some conventional elements to the story while magnifying its dramatic power—specifically, enlarging the role of Alexandra. In an undated letter to Goldwyn (probably written in March 1940), Hellman agreed: “I believe with you that Alexandra should be more important to the story; I knew that was true when I was writing the play…. I saw the addition in terms of the plantation Lionnet—perhaps the manager of the plantation could be a young man: a bright, aware, young man who sees in the Hubbards the dangerous rise of people who are constantly ready to sacrifice anything for their own profit. It might be through him, through her love for him that Alexandra rebels against her family.”
13
Hellman felt that adding a love interest for Alexandra would enlarge and humanize the story and might also serve to elucidate the ending, which she had avoided in the play. Eventually, this plantation manager would turn into David Hewitt, a writer for the local newspaper.

The addition of the love story bothered some of Goldwyn's story editors, however. Reeves Espy wrote that it “lessened the drama and impact of the play.”
14
Edwin Knopf, in a more detailed analysis of the script, wrote that Hellman had made a structural error by starting the story from Zan's point of view and then reverting to the structure of the play. He suggested that the ending be strengthened: “We get little more from Zan at the end than the fact that she
understands
. Having understood, she
does nothing about anything
. I therefore think it is of major importance to our story that both Zan and David be incorporated into the final action. Just how I am not prepared to say.”
15
In a memo to Goldwyn, Jock Lawrence objected that “the cruelty and strength of Regina has been dissipated through the change of point-of-view to the daughter.” He suggested that to compensate for that loss of narrative energy, “David needs to be given more guts and importance.”
16

Wyler generally endorsed Hellman's changes, writing:

I was delighted during the reading of the script. I believe the main difficulty—in fact the only serious difficulty that confronted us with the play has been solved because Lillian was able to find, and add, the delightful character of David, who, together with Alexandra make up a romance of the most delightful kind—a romance of two charming, kind, attractive and normal people and I feel that now the presence of David and Alexandra, although he does not enter into the plot of the story, together they contrast the somewhat abnormal characters of the story…. I think on the whole, it is a great script of the play because it tells the story of that play effectively and contains that which I believe we all agree is necessary to the picture—mainly a love interest for the daughter…. I think the fact that the boy is not only high-minded, but his constant teasing attempt at educating Alexandra into a different direction from her family, is an excellent note in his character.
17

Hellman was still turning out revisions in January 1941 when she recommended Kober, Parker, and Campbell to polish the script. She explained, “The script doesn't need actual rewriting. It needs cutting in places and perhaps expanding in others, in general someone able to put some of the scenes so that they come through the camera's eyes rather than through the theater's eyes. And that is all I honestly believe it needs.”
18
Goldwyn also urged that the film should take place in the spring or early summer rather than in the winter, “as the play was”—in fact, he was mistaken, as the play takes place in the spring. He thought that seasonal setting would “give it a much more romantic flavor and also give us the opportunity to play scenes like Lionnet.”
19

Goldwyn and Wyler both wanted Bette Davis for the role of Regina Giddens, even though she was under contract to Warner Brothers. While they were working together on
The Letter
, Wyler had told Davis that he thought the role of Regina was perfect for her, but after reading an early draft of the screenplay, Davis was hesitant, feeling that Regina was offscreen too much. Warner's biggest star wanted to be center stage at all times. Wyler, however, insisted that her acting skill had reached such a level that she could carry a film like
The Little Foxes
. Davis, who was still under Wyler's spell, agreed to do the film.

Goldwyn, however, had to persuade Jack Warner to loan Bette Davis to him. His initial requests were denied, despite the fact that Warner owed Goldwyn a whopping $425,000 in gambling debts. Warner Brothers had also undertaken Jesse Lasky's pet project of filming
Sergeant York
, and all agreed that the ideal star for that film was Gary Cooper, who was under contract to Goldwyn. The two executives finally agreed to swap Cooper for Davis, with Warner paying Davis's salary and Goldwyn paying Cooper's. It was the only time Warner Brothers loaned out Davis between 1937 and 1949, when her contract expired.
20
The final financial deal between the two rivals was that each star would receive $150,000. However, according to Davis, Goldwyn ended up paying her $385,000 for the film; on top of that, “Mr. Warner on my steely request gave me Warner's share of the deal.”
21
Usually, the star received the difference between the loan-out fee and the amount the studio was paying the star, but Davis seems to have kept it all.
22

Goldwyn wanted a fresh face for the role of Alexandra, and Hellman's revisions had made the part an attractive role for launching a career. While in New York, Goldwyn went to see Clarence Day's play
Life with Father
, in which Teresa Wright was making her stage debut. He recalled: “Miss Wright was seated at her dressing table when I was introduced, and looked for all the world like a little girl experimenting with her mother's cosmetics. I had discovered in her from the first sight, you might say, an unaffected genuineness and appeal.”
23
Goldwyn offered her a contract on the spot.

The role of Horace Giddens, Regina's husband, went to Herbert Marshall, who had also played Davis's husband in
The Letter
. Goldwyn wanted Miriam Hopkins, who was under contract to him, for Birdie, but Wyler vetoed that choice on the grounds that she “lacks sweetness and weakness.”
24
He wanted Lillian Gish, who was unable to get out of her contract for
Life with Father
, so he settled for Patricia Collinge, who had originated the role on Broadway. The rest of the Hubbards also came from the original cast: Charles Dingle (Ben), Carl Benton Reid (Oscar), and Dan Duryea (Leo). Wyler tried to get Ethel Waters for Addie but was unsuccessful; the character was played by Jessie Grayson.

Davis and Wyler encountered even more difficulties on
The Little Foxes
than they had in making
The Letter
. On the earlier film, they had fought over how Davis should play the climactic scene between husband and wife; now they violently disagreed on the basic interpretation of the character. Goldwyn had recommended that Davis go to see Tallulah Bankhead perform the role in Cleveland, and Davis felt that Bankhead portrayed Regina as a cold, greedy, conniving, and evil woman—an interpretation that made sense to her. Wyler, however, wanted a more shaded portrayal of Regina as both funny and charming as well: “I wanted her to play it much lighter. This woman was supposed not just to be evil, but to have great charm, humor, and sex. She had some terribly funny lines. That was what our arguments were about.”
25
This argument, ironically, was a repeat of the disagreement he had had with Ruth Chatterton on
Dodsworth
.
26

The argument over the interpretation of the character went deeper, however. Wyler insisted that Davis's performance “be simple and dignified and not resort to a lot of gestures and accentuated speech and tricks that are just plain bad.”
27
In an interview he gave in 1941, after extensive press coverage of their disputes, Wyler said, “Boy did it irritate me to read that I was making her copy Tallulah! That wasn't true. I was just making her play Regina Giddens and not Bette Davis when the camera started. She was inordinately frightened of the charge of mimicry.”
28
Nonetheless, Wyler's wife told Barbara Leaming, “As I remember, he wanted Bette to have more of the quality that Tallulah Bankhead had had on the stage: a quality of lustiness and sexuality. Tallulah had played it as if she were really enjoying herself! That's the kind of performance he wanted to get from Bette.”
29

Davis's feuds with Wyler were exacerbated by the weather. Southern California was experiencing an abnormally hot spring, and temperatures exceeded 100 degrees on the Goldwyn sound stages. Davis “wore a corset laced so firmly that it required two wardrobe ladies to pull the cords,” which “compelled her to breathe with her ribs rather than with the full diaphragm.”
30
Wyler was also fighting with Davis over her makeup. Convinced that she looked too young to play a woman of forty-one with a seventeen-year-old daughter, Davis whitened her face with calcimine to give the appearance of a powdered southern lady. As a result, she looked so pale that Gregg Toland had to do extensive tests to balance her lighting with that of the rest of the actors. Wyler thought the makeup made her look like a clown and demanded that she take it off. Davis refused, and the fighting escalated.

Finally, two weeks after shooting started, Davis walked off the set and went to Laguna Beach, where she had rented a house. “I was a nervous wreck,” she said. “My favorite and most admired director was fighting me every inch of the way. I just didn't want to continue.”
31
Goldwyn implored her to return to the set, but she adamantly refused. He then allowed her to take some time off, from May 12 to 21. Since
The Little Foxes
was an ensemble piece, Wyler was able to shoot around her during that period. Rumors abounded in the press, and there was speculation that Davis was ill or pregnant. There were also rumors that she was going to be replaced by either Miriam Hopkins or Katharine Hepburn. Even Hellman wrote to Davis, offering encouragement:

I am bewildered that you are having so much trouble with Regina…. I never meant Regina to be a violent woman or a fiery woman: it is obvious that a woman of the violence that Tallulah showed would never have stayed with Horace or with the town…. I was very pleased when you agreed to do the picture, and only because I thought it was the kind of casting that was right for the play. You will be better as Regina than Bankhead ever could have been…. I have great faith in Willy as a director and a great faith in his ability to project character.
32

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